BJ's Wholesale Club Holdings, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of February 1, 2025, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 1, 2025. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of February 1, 2025, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of February 1, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. 79 Item 9B. Other Information 10b5-1 Trading Plans On November 29, 2024 , Mr. Robert W. Eddy , president, chief executive officer of the Company, adopted a trading arrangement with respect to the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”). Mr. Eddy’s Rule 10b5-1 Trading Plan, which expires on December 1, 2025 , provides for the sale of up to 405,698 shares of common stock pursuant to the terms of the plan. On December 10, 2024 , Mr. William Werner , executive vice president, strategy and development , adopted a Rule 10b5-1 Trading Plan. Mr. Werner’s Rule 10b5-1 Trading Plan, which expires on July 15, 2025 , provides for the sale of up to 34,192 shares of common stock pursuant to the terms of the plan. On January 14, 2025 , Mr. Joseph McGrail , senior vice president, controller of the company, adopted a Rule 10b5-1 Trading Plan. Mr. McGrail’s Rule 10b5-1 Trading Plan, which expires on December 31, 2025 , provides for the sale of up to 2,100 shares of common stock pursuant to the terms of the plan. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 80 PART III The information required by Items 10-14 will be set forth in our Definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act not later than 120 days after the end of the fiscal year covered by this report (the "2025 Proxy Statement"), and is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance The information required by this item, other than the information about our executive officers contained in the discussion entitled "Information about our Executive Officers" in Part I of this Annual Report on Form 10-K, is incorporated by reference to the 2025 Proxy Statement. Item 11. Executive Compensation The information required by this item is incorporated by reference to the 2025 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the 2025 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the 2025 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to the 2025 Proxy Statement. 81 PART IV Item 15. Exhibits and Financial Statement Schedules (1) Financial Statements We include this portion of Item 15 under Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules All schedules are omitted as the required information is either not present, not present in material amounts or presented within the consolidated financial statements or related notes. (3) Exhibits The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings. 82 Exhibit Number Exhibit Description 3.1 Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 3.1.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on June 22, 2020 and incorporated herein by reference). 3.1.2 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-38559) filed on June 21, 2022 and incorporated herein by reference). 3.2 Third Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-385591) filed May 19, 2023 and incorporated herein by reference. 4.1 Description of the Company's Securities (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 18, 2024 and incorporated herein by reference). 10.1 Amended and Restated Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and issuers party thereto from time to time, dated as of February 3, 2017 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.1.1 First Amendment to Amended and Restated Credit Agreement by and among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto, dated as of August 17, 2018 (previously filed as Exhibit 10.1(a) to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.2 First Lien Term Loan Credit Agreement among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, dated as of February 3, 2017 (previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.2.1 Refinancing Amendment to First Lien Term Loan Credit Agreement by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, dated as of August 13, 2018 (previously filed as Exhibit 10.2(a) to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.2.2 Second Refinancing Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of January 29, 2020 (previously filed as Exhibit 10.2.2 to the Company's Annual Report on Form 10-K (File No. 001-38559 ) on March 16, 2023 and incorporated herein by reference). 10.2.3 Third Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of January 5, 2023 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on January 9, 2023 and incorporated herein by reference). 10.2.4 Fourth Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of October 12, 2023 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on October 12, 2023 and incorporated herein by reference). 10.2.5 Fifth Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of November 4, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on November 4, 2024 and incorporated herein by reference). 10.3 Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Bank of America, N.A., as administrative agent and the other lenders and issuers party thereto from time to time, dated as of July 28, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on August 2, 2022 and incorporated herein by reference). 10.4# Employment Agreement between Robert W. Eddy and BJ’s Wholesale Club, Inc., dated as of May 10, 2021 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) on May 14, 2021 and incorporated herein by reference). 83 10.4.1# Amendment No. 1 to Employment Agreement between Robert W. Eddy and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-38559) on November 27, 2024 and incorporated herein by reference). 10.5# Employment Agreement between Laura L. Felice and BJ’s Wholesale Club, Inc., dated as of May 10, 2021 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38559) on May 14, 2021 and incorporated herein by reference). 10.5.1# Amendment No. 1 to Employment Agreement between Laura L. Felice and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-38559) on November 27, 2024 and incorporated herein by reference). 10.6# Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of May 10, 2021 (previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-38559) on May 14, 2021 and incorporated herein by reference). 10.6.1# Amendment No. 1 to Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-38559) on November 27, 2024 and incorporated herein by reference). 10.7# Employment Agreement between Jeff Desroches and BJ's Wholesale Club, Inc., dated as of April 8, 2018 (previously filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 17, 2022 and incorporated herein by reference). 10.7.1# Post-Resignation Agreement between Jeff Desroches and BJ's Wholesale Club, Inc., effective as of November 5, 2024 (filed herewith). 10.8# Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of January 30, 2020 (previously filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 19, 2021 and incorporated herein by reference). 10.8.1# Amendment No. 1 to Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (previously filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-38559) on November 27, 2024 and incorporated herein by reference). 10.9# Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of March 22, 2023 (filed herewith). 10.9.1# Amendment No. 1 to Employment Agreement between Graham Luce and BJ's Wholesale Club, Inc., dated as of November 23, 2024 (filed herewith). 10.10# Fourth Amended and Restated 2011 Stock Option Plan of the Company, effective as of March 24, 2016 (previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.10.1# Amendment to the Fourth Amended and Restated 2011 Stock Option Plan of the Company, dated as of June 14, 2018 (previously filed as Exhibit 10.12(a) to the Company’s Annual Report on Form 10-K (File No. 001-38559) on March 17, 2022 and incorporated herein by reference). 10.11# 2012 Director Stock Option Plan of the Company, effective as of April 13, 2012 (previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.11.1# Amendment to the 2012 Director Stock Option Plan of the Company, dated as of June 14, 2018 (previously filed as Exhibit 10.14(a) to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.12# 2018 Incentive Award Plan of the Company (previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.13# Employee Stock Purchase Plan of the Company (previously filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.14# Amended and Restated Non-Employee Director Compensation Policy, effective as of January 29, 2023 (previously filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 18, 2024 and incorporated herein by reference). 10.15# Form of Indemnification Agreement for Executive Officers and Directors (previously filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No. 333-229593) on February 11, 2019 and incorporated herein by reference). 10.16# BJ’s Wholesale Club Annual Incentive Plan, effective as of January 29, 2017 (previously filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 19, 2021 and incorporated herein by reference). 10.16.1# First Amendment to BJ’s Wholesale Club Annual Incentive Plan, effective as of January 18, 2021 (previously filed as Exhibit 10.15.1 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 19, 2021 and incorporated herein by reference). 84 10.17# BJ's Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan, effective as of January 1, 2024 (previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-38559) on November 22, 2023 and incorporated herein by reference). 10.17.1# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc. Executive Deferred Equity Program, effective as of September 9, 2024 (filed herewith). 10.17.2# Rules and Conditions for the BJ's Wholesale Club Holdings, Inc. Non-Employee Director Deferred Compensation Program, effective as of September 9, 2024 (filed herewith). 19.1 Amended and Restated Insider Trading Compliance Policy, effective as of September 13, 2023 (previously filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 18, 2024 and incorporated herein by reference). 21.1 List of Subsidiaries of the Company (previously filed as Exhibit 21.1 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 18, 2024 and incorporated herein by reference). 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith). 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 97 Amended and Restated Compensation Recovery Policy, effective as of October 26, 2023 (previously filed as Exhibit 97 to the Company's Annual Report on Form 10-K (File No. 001-38559) on March 18, 2024 and incorporated herein by reference). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith) 101.PRE Inline XBRL Taxonomy Extension Linkbase Document (filed herewith) 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith). # Represents management compensation plan, contract or arrangement. Item 16. Form 10-K Summary None. 85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BJ’S WHOLESALE CLUB HOLDINGS, INC. /s/ Robert W. Eddy Robert W. Eddy President & Chief Executive Officer Dated: March 14, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated. 86 /s/ Robert W. Eddy Robert W. Eddy Chairman, President & Chief Executive Officer (Principal Executive Officer) Date: March 14, 2025 /s/ Laura L. Felice Laura L. Felice Executive Vice President, Chief Financial Officer (Principal Financial Officer) Date: March 14, 2025 /s/ Joseph McGrail Joseph McGrail Senior Vice President, Controller (Principal Accounting Officer) Date: March 14, 2025 /s/ Darryl Brown Darryl Brown Director Date: March 14, 2025 /s/ David Burwick David Burwick Director Date: March 14, 2025 /s/ Maile Clark Maile Clark Director Date: March 14, 2025 /s/ Michelle Gloeckler Michelle Gloeckler Director Date: March 14, 2025 /s/ Steven L. Ortega Steven L. Ortega Director Date: March 14, 2025 /s/ Ken Parent Ken Parent Director Date: March 14, 2025 /s/ Christopher H. Peterson Christopher H. Peterson Director Date: March 14, 2025 /s/ Cathy Marie Robinson Cathy Marie Robinson Director Date: March 14, 2025 87 /s/ Robert Steele Robert Steele Director Date: March 14, 2025 88